VIRUS
by SlayrGrl
Summary: S4. The Initiative has created a virus and it's been set loose on Sunnydale causing the townspeople to become undead. With help from Spike can Buffy stop it before it's too late or will everyone end up dead? Starts at the end of Doomed. S/B. FINISHED.
1. Prologue:

**Prologue: **

"_And that would be the signal for the world is ending." Riley_

* * *

Riley throws a tiny basketball through the small net on the back of his door making shots with mixed success and thinking about the night before, thinking about Buffy. She's the slayer, a demon hunter just like him, but for whatever reason she had said that because of that they couldn't be together. Their _'fry cook'_ conversation runs over and over through his head. Riley doesn't understand it; from his point of view being able to share their secrets with each other only makes them more perfect for each other. Riley's train of thought is then interrupted by a knock on the door.

"Come in," Riley calls out.

Buffy opens the door and sticks her head in then slowly walks in the room causing Riley to stand up to greet her. She's wearing a long baby blue skirt and brown tank top, her hair is half up and as Riley watches her enter his room he thinks that he's never seen anyone more beautiful.

"You never called. So I didn't know..." Buffy starts out.

"Oh, hey… I'm sorry. I'm just… I'm a dead man… Secret. Highly… Or it's supposed to be. And… and then you find out. I can deal. You're special. But last night with your friends was a disaster. I mean, could I've been _less_ convincing? I was _trained _to be sneaky and stuff and I'm like… Hi! Paintball, just passing by! I should have just given them my security code and rank!"

"You have a security code and rank?"

"No. Did I just say..? This is so not good," Riley says with a sigh. "Everybody knows about me. I'm finished. It's the end of the world."

It's at that moment that Riley's pager goes off. The beeping sounds through the air and successfully kills Buffy and Riley's conversation, as it does Buffy's not sure whether or not she should be upset or relieved. She wasn't exactly sure where she had been planning on going with this conversation in the first place. Mostly Buffy had just wanted to see that things were cool between her and Riley, even if she thought that dating wasn't a good idea she didn't want to be on bad terms with him.

"And that would be the signal for _the world is ending,_" Riley says looking down at the number on his pager.

"Bat cave calling?" Buffy asks.

"Yeah… can we talk later?"

"Yeah," Buffy responds as Riley rushes out of his room leaving Buffy standing there alone.

--

Buffy walks back into her dorm room with a solemn face. She quietly shuts the door behind her and looks to Willow who's sitting Indian style on her bed filling her book bag with various texts and notebooks. Willow looks up at her as she enters and notices her best friend's off mood immediately.

"Hey you… how'd talking to Riley go?" Willow asks.

"Fine… didn't say much, he had to go," Buffy says with a little sadness in her voice.

"No smoochies then?"

"I don't know if there were ever gonna be any smoochies… I mean, yeah there was spark-age at first, but I just don't think it could work."

"That's too bad; I was starting to like him."

"Yeah, me too… I think I need to just deal with the fact that having a nice normal relationship is something that's just never gonna happen for me," Buffy says sighing and sitting down on the edge of her bed facing Willow. She drops her hands into her lap to smooth out her long skirt.

"Hey now, none of that," Willow says in a warning tone.

"So what are you up to? Wanna drown sorrows with me in a whole lot of chocolate… well actually that doesn't make sense with the drowning… unless it was melted chocolate."

"Sorry, can't… I'm heading over to Xanders, he hasn't been able to kick Spike out yet so we're going to a movie, wanna come with? You'll be saving me from awkward three's a crowd conversations with Anya."

"Sure, why not…"

--

Riley descends in the bright elevator to the Initiative. A part of him is afraid that someone has found out that he's blown his cover to Buffy and her friends and that he's being called down to be reprimanded. However the more logical part of him tells him that this must be about something else, there's no way they could know about his slip up so soon.

Before the elevator even makes it to the main floor Riley can hear the sirens sounding from below. Then as the elevator doors open red lights flash and the siren sounds louder, a computer generated voice resounds with the phrase _'bio hazard'_ over and over. Riley steps out onto the landing of the white stairwell and looks out into the Initiative. Before him he sees a sight of total chaos. Screeching screams and the sound of gunfire resounds through the lab. As if he were on auto pilot Riley runs down the stairs to join the fight.

The infected are everywhere and as the Initiative's resistance grows weaker with every life lost the infected forces grow stronger; what's worst of all though is that the infection has already made it above ground. The former humans move with bloodlust as the virus takes over their bodies. They are nothing more then dead animated skin, and the only thing that can stop them is a bullet to the head.

Forest has given up on distinguishing between whose infected and who isn't, he's now shooting at anything that moves as he makes his way through the Initiative. Then he sees Riley making his way down the stairs.

"Riley!" He calls out catching the commando's attention.

"Forest, what's going on here?"

"Project 342… the test subject has escaped and the virus has been spreading like wildfire... Riley, it's reached the surface."

"Has the fail-all been activated?"

"I don't think so… anyone who tries to get close to the command central… well, no one's been able to make it there yet, there's too many of them," Forest says as he shoots at more of the infected.

"How is it spreading?"

"Through blood and saliva, here take this," Forest says tossing Riley a gun, "just don't get bit."

"We need reinforcements," Riley says mostly to himself as he joins the fight.

* * *

A/N: Check out a trailer/video for this fic on my website. This fic is finished, I'll post a chapter every few days. For those of you reading my other fic Season 9: The Birth of a new era I'm currently working on Ch.8 and it should be up soon. Hope you all enjoy this.


	2. Chapter 1:

**Chapter 1: **

"_Did you not hear that middle-aged balding man on TV, because I'm pretty sure the words extremely dangerous, and stay inside, were used, to me that doesn't say that it's safe to go out and play," Anya_

* * *

Spike rocks back and forth in Xander's recliner causing it to make a repetitive squeaking noise. Spike knows he's annoying Xander who's sitting on his worn sofa next to Anya and is finding great pleasure watching the young dark haired man try to ignore him. Xander attempts to pay attention to the TV, but with the noise from the chair is failing to, Anya however is flipping through one of Xander's comic books and seems unaware of any disturbance in the room what so ever. Xander continues to try to disregard Spike but his creative way of curing his boredom is slowly pushing Xander over the edge until he just can't take it anymore.

"Will you stop that already?" Xander shouts loudly to the bleached blonde vampire beside him.

"Oh, I'm sorry am I bothering you," Spike says, his words drenched in sarcasm, "Let's get out there and _fight_ something already, the sun set a half hour ago, what are we waiting around here for?"

"_We're_, as in Anya and I, are waiting for Willow to go to a movie, _you_ can leave anytime you want… why are you still here anyway?"

"Haven't found a place yet, it's only been a day since you've all stopped tying me up after all."

"So, what kind of place are you looking for?" Anya asks setting the comic aside as she suddenly takes interest in their conversation.

"I don't know… maybe a crypt some place, you know… dark and dank, but not as dark and dank as this."

"It is rather depressing down here isn't it?"

"Hey!" Xander protests.

"Well it is hunny."

"What's that there?" Spike says with an interested look across his face.

"Alright that's enough with commenting on…" Xander begins to say.

"Not the basement you ninny, on the telly… look."

Xander grabs the remote and turns the volume up on the television as he; Anya and Spike lean in close to watch the screen. Looks of concern cross their faces and their eyes bulge wide from the images before them. Then Buffy and Willow walk in. They make their way down the stairs causing them to creak with every step and move toward the couch where Xander and Anya are sitting.

"Hey Xan…" Willow starts to say.

"Shh," comes from all three of those glued to the TV without even glancing up to see who's there. Instantly Buffy and Willow find themselves interested in what they're watching and move around to the sofa to watch it with them.

The gang sits in awe as they watch and listen to the news report across the screen. _"Breaking news, All Sunnydale residents especially University Sunnydale students are advised to remain in their homes. It appears that a large group of possible gang members are assaulting people all across town," _Images of human-like assailants attacking and biting people flash across the screen, blood splatter and bleeding wounds are a common theme among every image they see. As Buffy watches she's glad that her mother is out of town this week. _"These attackers seem to be most highly concentrated near the University Sunnydale campus," _More images of groups of the human-like creatures ganging up on people, _"These men and women are considered to be extremely dangerous, again you are all advised to stay in your homes and lock your doors… do not let anyone in."_ Buffy grabs the remote and turns down the volume.

"We need to get back to campus," Buffy says standing up.

"Whoa slow down there Buffster," Xander says.

"Did you not hear that middle-aged balding man on TV, because I'm pretty sure the words _extremely dangerous, _and _stay inside,_ were used, to me that doesn't say that it's safe to go out and play," Anya says.

"You guys, this is obviously some kind of demon attack, we need to get to the source of this," Buffy responds.

"I'm with the slayer on this one, let's get out there and _kill_ something," Spike chimes in with enthusiasm.

"Maybe Anya has a point Buffy… there were a lot of them on TV," Willow says with a little worry in her voice.

"That's exactly my point… whatever these _demons_ are they're growing in number, we need to stop this before it gets out of control."

"Right… for justice, and for… the safety of puppies… and Christmas, come on, lets go," Spike says moving to stand next to Buffy and making a gesture to leave.

"Hey, now I'm not saying that we shouldn't go, just that we should have a plan first… we can't just rush in there guns-a-blazing," Xander says.

"Why not?" Spike asks, but is ignored by the group.

"Right, you're right, so what… hit the books first?" Buffy asks and Spike sighs in frustration.

"Giles is out of town, remember?" Willow says, "Oh, but I do have some of his books back at our dorm… I was cross referencing them with some books in the library for a term paper on ancient religions."

"Good, we'll go back to our room, figure this out and then I slay."

"Again I want to remind you of the small balding TV man and how campus is ground zero, I say we go running in the other direction… fast," Anya says.

--

Anya had lost the argument. She now sits uncomfortably with her arms crossed in the passenger seat of Xander's car, she thinks about jumping out and running down the street as fast as she can a few times over, but in the end decides against it. Xander clicks his seat belt into place as Buffy scoots in next to Willow followed by Spike in the back. Buffy gives Spike a bit of an annoyed look, but he is offering a helping hand so she decides not to say anything. After all the doors are shut Xander starts the car and heads in the direction of The University of Sunnydale California.

"Remind me again why Captain Peroxide is tagging along?" Xander asks with annoyance as he glances in his rearview mirror to see Spike's lack of reflection.

"Because if the campus is really crawling with as many of these things as they said on TV then we're gonna need his help… besides, he's already in the car," Buffy replies mostly just to avoid a fight.

"If Spike wants to fight these things so bad why don't we just let him do it and then the rest of us can run in the other direction?" Anya asks only to receive steely glares from everyone in the car. "Alright fine, but when we all end up dead don't blame me."

--

There are too many of them, far too many, Riley thinks as he finds himself with no possible way to get back to the elevator and quickly running out of ammunition. As Riley shoots at the onslaught of blood thirsty infected humans he starts to think of other ways to escape. It's become clear that the Initiative doesn't have control of this situation. He needs the slayer; because if he can't reach the fail-all soon the government is going to be stepping in and then running away from these creatures is going to be the last of everyone's problems. Riley makes his way to the back of the Initiative where he knows there is a hatch that lets out into the woods near campus. He picks up another gun that's lying on the ground as he runs. Riley nears the hatch and he simply hopes that things will be better out there then they are in the lab.

--

As campus comes into view the strange assailants from the news broadcast can be seen meandering around and for the first time Buffy starts to get the impression that they're not demons. They just look dead. There aren't too many of them, just enough for it to be impossible for them to go unnoticed. The scoobies, and Spike, stare out their windows with bewilderment as Xander drives slowly to a parking spot that's as close to Buffy and Willow's dorm as possible. As the gang observes the creatures outside their windows they see that they're rather slow moving and don't appear to be very intelligent, however they all know that the truth is they have no idea of what they're up against, or how to stop it.

"It's like Dawn of the Dead out here," Xander says absentmindedly completely unaware of just how right he is.


	3. Chapter 2:

**Chapter 2:**

"_Buffy, I've seen every zombie movie ever made… this is Night of the Living Dead, and we're being chased by the Army of Darkness." Xander_

* * *

Anyone who's lived in Sunnydale for any serious amount of time knows to take things like news reports about staying inside seriously. As Buffy looks around from the parked position of Xander's car she can see that the people of Sunnydale took this warning into account as the only _people_ she sees are the strange assailants. One thing that's for certain is that Buffy isn't going to take any chances, these things seem to be slow moving and there aren't too be too many of them in sight, but Buffy goes and pulls out an ax from Xander's trunk just incase.

"Buffy I don't like the look of this," Willow says.

"Neither do I… stay close and just try not to draw any attention to yourself," Buffy says as she starts to walk in the direction of the front doors.

Fear soaks into their skin like water in a sponge making it craw and bump up. They make their way to the front doors of Fischer Hall walking swiftly and with caution in every step. Anya clings tightly to Xander's arm. She lets him lead her as she glances back toward the car. The assailants, or demons, or whatever they are start to follow them and Anya notices that their speed is picking up. Suddenly there seems to be more of them then before as if the very presence of the scoobies is attracting them. The rest of the gang notices this as well, baffled and frightened looks cross all of their faces.

"Buffy, I think we should get inside… now," Willow says, and instantly their speed picks up.

The front doors are now only a few feet away but the creatures are close behind them and there are a few before them closing in as well. Still, getting inside safely shouldn't be a problem, except that one of the creatures is standing right in front of the door. The creature leers in at the group with its hands outstretched and blood dripping from its lips. This is the closest that Buffy's been to any of these strange beings. She can see wounds all over its body, wounds that resemble teeth marks and deep fingernail scratches. Buffy decides not to take any chances fighting with the being and with one swift swoop she swings the ax and decapitates the frightful thing. She opens the door and hurries everyone inside where at first glance there are no more creatures to be found.

--

Buffy slams the door shut and twists the small lock on the knob as quickly as she can. She turns back around and looks at her friends and Spike who're standing in her and Willow's dorm. Willow is sitting on the edge of her bed and looks like she collapsed into her hunched position, Anya is still clinging to Xander's arm and Spike is running a hand through his hair. Everyone, even the slayer, is obviously shaken up.

"Those weren't demons," Willow says in a state of shell shock. "Buffy, those were people… I recognized some of them."

"Those _weren't_ people," Spike says with certainty, "They're dead whatever they are, no heartbeats… I've never seen anything like that."

"Oh God… they're zombies," Xander says.

"No… no, no, no, Giles said that zombies don't eat people," Buffy says wishing for it not to be true. "Those things had… bite marks, and… and…"

"Buffy, I've seen every zombie movie ever made… this is Night of the Living Dead, and we're being chased by the Army of Darkness."

"It was just like when we threw you that party… after you ran away to L.A… you know to raise your spirits… but that wasn't all that we raised," Willow says.

"I knew I should've stayed home today," Anya mumbles.

"Yeah, except there's no African mask or whatever bringing things back to life this time… this is the real undead deal here," Xander says.

"So… what do we do now?" Willow asks and all faces turn to Xander.

"Well in the movies they're pretty unstoppable, unless you shoot them in the head or decapitate them."

"Ok, good… so I can fight them, they move pretty slowly, I can take them."

"In the movies the good guys win right, with happy endings where the world is saved?" Willow asks hopefully.

"Um, yeah… sometimes," Xander responds causing Buffy to sigh and Spike to raise an eyebrow. "It's just that in the movies… they just keep coming."

There's a knock at the door and Buffy turns around shocked by the sound. Everyone just stares unsure what to do. Then they hear it again, three loud thumps. Zombies don't knock Buffy thinks to herself and cautiously unlocks then opens the door ever so slightly. The door is pushed open and Riley steps into the room. He slams the door behind him and locks it then with heavy tired breathing he turns around to look over the group of people before him. They stand staring at him surprised by his arrival.

"Buffy, thank God you're here," Riley says. "Something big is going on."

"Yeah, we noticed… Riley what are those things?"

Riley glances at everyone in the room, then his eyes stop on Spike for a moment, he remembers Xander introducing him as his friend the other night but there is an odd sense of familiarity about the bleached blonde man that Riley cant seem to shake. However, there are more pressing issues to deal with at the moment so Riley ignores his thoughts and turns to face everyone. They all deserve to know, they need to know. Riley needs their help.

"The Initiative has been…"

"The who?" Xander cuts in.

"The Initiative, we're a Government agency with the purpose of capturing and studying hostile sub terrestrials…"

"Let me guess, one of your experiments got loose, big contagious creature on the rampage and infecting people as it goes?" Buffy says with an annoyed tone from the realization that the government has suddenly made her job a lot harder.

"That's about the gist of it… we were looking at the regenerative properties of certain HST's and how they made more of their kind through mixing their blood."

"Huh?" Xander says.

"Vampires," Willow explains.

"Oh."

"We were hoping to develop a serum to make our soldier's stronger more resilient… however, there were changes that needed to be made. The HST's weakness to sunlight was something we needed to correct… what we ended up with was a virus."

"So this virus, which you injected into a human, I assume," Buffy says receiving a look of conformation from Riley, "spreads this infection to other humans when they get bitten, but you didn't realize this until one of your buddies in a lab coat got bit and started this pandemic, how am I doing so far?"

"Pretty dead on."

"Great, so what do we do now?"

"We need to get back down into the Initiative… any possible bio-hazardous experiments have a fail-all built in to their genetic code… if we set the fail-all into motion a chemical vapor will be released all over Sunnydale that will kill anything that has the fail-all gene… it's like an anti-virus."

"How dangerous are these things?" Anya asks.

"They seem like a minimal threat at first, I mean they are rather slow moving and they don't seem very intelligent… but once they get the scent of a living human they all rush to it like bees to honey, and it doesn't take much to infect you, one bite that's it."

"What about vampires? Can this virus infect a vampire?" Spike asks and watches as the knowledge of his true identity finally hits Riley.

"_You_, I know you… you're hostile seventeen," Riley says then turns to face Buffy, "What is he doing here?"

"Oh shut up you wanker… I think we have more important issues going on right now?"

"He's right Riley, and can't hurt us, besides we can always let the zombies eat him while we run for it," Buffy says.

"So about this virus, what's it's affect on vampires?" Spike asks again watching closely at Riley's discomfort.

"I don't know… considering the gene was derived from vampire blood I don't think it's possible for you to be infected."

"Well then, I'll see you all later, you know… unless you're all dead," Spike says as he moves to the door to leave.

"Of course I could be wrong, either way though they'll still try to eat you," Riley says before Spike's able to turn the knob.

"Right then… so what's the plan, how do we get to this fail-all or whatever?" Spike says suddenly having a change of heart.

"Alright… Riley, Spike and I will go down into the Initiative, you guys _stay here_… I'll call you when it's safe," Buffy says.

"Here, take this," Riley says handing a hand gun to Xander, "If any of them get in…"

"Shoot them in the head, got it," Xander replies.

Buffy goes to the weapons chest in her closet to pull out an ax and a sword. As she does Riley thinks about protesting about Spike tagging along, but Buffy's argument about being resourceful could prove true. Riley just hopes that the vampire won't betray them. Buffy hands a sword to Spike with a look that says '_one wrong move and I'll kill you'_. Spike takes the sword with a nod and Riley eyes him up suspiciously.

* * *

A/N: Thank you for all of your reviews. I had a lot of fun writing this fic and I'm glad to see that people are enjoying it.


	4. Chapter 3:

**Chapter 3: **

"_Bloody hell slayer, I'm not just gonna let you become some unnatural mutation of the undead, now come on," Spike_

* * *

The silver blade swings with speed through the air. Buffy's ax swiftly decapitates the zombie before her and she watches as his head rolls through the grass. Their quest toward Lowell house started out fairly easy, most of the creatures were wide spread, but as they moved more and more seemed to appear. Buffy spins around sending a kick to the chest of one of the zombies then she see another gruesome undead student moving in close on her. His white eyes stare at her with a glazed over look and Buffy raises her ax to swing. Before she gets the chance though she watches as the zombie's brains go flying out the side of his head in a grotesque splatter of red and pink goo. His body, now truly dead falls to the ground. Buffy looks to her left to see Riley standing with his gun aimed.

Buffy then looks to her right to see Spike charging at a zombie with his sword raised high and a loud rebel yell falling from his lips as he decapitates the creature with excitement. Buffy rolls her eyes at him watching as he enjoys himself just a little too much.

"Come on, we've got to keep moving," Riley says as he walks up to Buffy.

Spike stabs his sword through the eye of another zombie effectively killing it then see's Buffy and Riley walking off continuing their mission toward Lowell house. Spike uses his foot to hold the body down as he pulls his sword free and picks up the pace following after Buffy and Riley. For a moment he thinks about just taking off, while he had been up for a fight earlier that night he wasn't looking to save the world and possibly get eaten in the process, but then Spike glances back and sees an army of undead moving toward them in a clumsy slow stagger. It's that sight that makes Spike realize that if they don't stop them nothing will; and if they aren't stopped all his '_happy-meals with legs'_ will disappear, and those are something that he's looking forward to sinking his teeth into once he gets the chip removed. Spike picks up the pace and catches up with Buffy and Riley.

--

Anya has the blinds spread apart as she stares out the window from her kneeling position on Willow's bed. She watches as the zombies swarm around the building. Behind her Xander paces the room restlessly while Willow's eyes move back and forth in their sockets as she watches him from her seated position on her bed. They can hear the creatures moving around through the door. They can hear them pacing and groaning, and every now and then they hear a blood curdling scream from someone who was foolish enough to venture out of their dorm room, and then they would hear as that person was eaten alive.

"We can't stay here," Xander says as another scream is heard from the hall and his pacing stops abruptly.

"We can't run, those things are out there," Willow says.

"I agree with Willow… do you not hear the screaming? Those are not happy orgasm screams those are painful _'I'm being eaten alive screams' _trust me, I heard plenty of them when I was a vengeance demon." Anya adds in.

"Yeah I hear them, but I'm also thinking about what happens if Buffy can't stop this… we can't stay in here forever."

"Xander, Buffy will fix this, her and Riley and Spike… they'll fix this," Willow says with wavering certainty.

"Not that I don't have complete faith in Buffy, but what if she can't… let's be realistic Will. These things are everywhere… what are we gonna do when waiting for their next meal to venture out in the hall isn't enough and they try to get in here."

"My whole, let's run in the other direction plan is starting to look like a good idea now huh?" Anya says standing up from the bed.

--

Buffy, Spike and Riley walk through the large double doors of Lowell house. At first glance the building is void of any zombies. All together it seems completely empty and in truth Buffy thinks that it most likely is. After all, the commandos live here and they would surely have all been called down into the Initiative. Riley glances back at Buffy and then silently and stealthily he makes his way up the staircase with Buffy and Spike following him.

As they reach the top of the stairs Buffy is glad to see the hallway free of zombies. She and Spike follow Riley down the hall and Buffy watches as Riley stops before a full length mirror. She walks up next to him and gives him an odd look confused by why he's stopped.

"This is the entrance to the Initiative," Riley explains.

Buffy makes an '_o_' face and then glances at Spike. He looks a little uncomfortable. The second Spike heard the word Initiative a shiver ran through his body as memories from when he was held captive entered his mind. Spike now braces himself for where he will soon be venturing. As Riley stands before the mirror waiting for it to read his features and open to reveal the elevator he finds that it's taking longer then usual. Then after another moment Riley realizes that it's not going to open at all. The Initiative has gone into lock down; they'll have to go in the back way.

"What's wrong," Buffy asks reading Riley's face.

"It's not working, were gonna have to go in through the hatch outside," Riley says as he starts to make his way back to the stairs. "There's an entrance outside that opens up in the woods, from there we have to get to the command central and punch in the security code that will fix all of this."

Riley stops as he reaches the start of the staircase. He, as well as Buffy and Spike look out over the swarm of zombies that have filled into the lower part of the house. Zombies that are waiting for them at the bottom of the stairs.

"Uh, Slayer… I think we may have a problem," Spike says.

"Oh God," is all Buffy manages to choke out.

Riley raises his gun and shoots down the closest zombies to them, meanwhile Buffy and Spike both raise their weapons and help to push back the creatures.

"Four, three, two, seven," Riley says, just before shooting down more of the undead beings.

"Huh," Buffy responds.

"That's the access code to open any door in the Initiative, forty-three, twenty-seven… and c one forty-five is the room number for command central, you'll have to go down three flights of stairs to get to it."

"Riley, why are you telling me this?"

"Just incase… now the code to set off the fail-all is thirty-two, ninety six… can you remember all that."

"Yeah, but Riley."

"Buffy, we don't have time to argue… I got your back, get out of here."

Buffy stops asking questions, she doesn't have time to think because they're closing in. The three of them have made their way down the stairs and have moved a few feet into the room. All of them are killing the creatures as fast as they can, but they keep coming. Buffy picks up the pace with her movement ignoring the creatures coming up behind her and pushing forward as fast as she can. From behind her Buffy can hear gun shots from Riley's gun taking out the zombies as they come up behind her. As he does this Buffy knows that he's not fighting off the ones that are coming after him.

Spike beheads one of the zombies only to have another wrap his hands around his sword. He punches the creature but it's not enough to free his weapon. The zombie pulls the sword from Spike's hands and tosses it across the room leaning in toward Spike with an open mouth. Spike punches the being again sending him reeling back and successfully knocking him over along with another undead student.

Spike pauses for a second then to look for Buffy and Riley. He turns around and notices that he's somehow gotten in front of them. As he looks back he watches as a zombie comes up from behind the Riley and hungrily sinks its teeth into his neck. The soldier falls to the ground and within seconds the creatures are swarming in on him. It's then that Buffy glances back. Riley screams and the horrific sound that spills from his lips reverberates through the air.

"Riley!" Buffy yells loudly even though she knows it's too late. After she turns around a zombie comes up close behind her, she doesn't see him, but Spike does. Spike steps in and punches the monster then grabs Buffy by the arm.

"Come on love, we don't have time," Spike says yanking Buffy toward an open dorm room which appears to be empty.

"No, Spike dont!" Buffy yells in protest, but he just pulls on her arm harder causing his chip to fire. As pain runs through his skull Spike thinks to himself that he should just leave her there, but he drags her through the open door anyway.

"Bloody hell slayer, I'm not just gonna let you become some unnatural mutation of the undead, now come on," Spike says successfully yanking Buffy into the open dorm room and slamming the door behind them.


	5. Chapter 4:

**Chapter 4: **

"_God, Xander hurry up, they're getting closer to the car and I really don't feel like having my brains eaten today," Anya_

* * *

Anya grips the sword that she pulled from Buffy's closet, her knees are bent and she stands in total concentration, Xander aims the gun at the door and prepares himself to fire it, and Willow slowly turns the knob to open the door. They've decided to make a run for it. After over an hour of discussing the flesh eating creatures outside their door and hearing the terrifying screams of their victims' cabin fever has gotten to Xander, Willow and Anya and they can't wait any longer.

"Ready?" Willow asks.

"Not really, but I'm not gonna get any more ready so just do it," Xander responds.

With a quick twist of her wrist Willow flings the door open and then quickly steps back behind Xander. All three of them tense up with fear. Willow had wanted to have a weapon, but what was left in Buffy's closet wasn't very useful considering the circumstances. Now, they all stare out the doorway. Each of them had been expecting a zombie to come charging in with a hungry growl the second the door flew open, but so far none have. Their muscles relax ever so slightly for a moment then fear overcomes them again as Xander moves closer to the doorway.

"Stay behind me," Xander says as he steps to the door and very stealthily scopes out the hall. He sees one zombie at the far end of the hall and two at the other end. Blood is splattered across the walls and as Xander observes the scene before him he feels like he's walked right into a teen slasher fic. Xander shoots both of the undead down with only two bullets then he turns, shoots and nails the one zombie at the other end of the hall with one sole shot. He then finds himself a little surprised at his accuracy, but also glad for it.

"Wow, Xander that was…"

"Really hot," Anya says finishing Willow's sentence.

"Not exactly what I was going to say… is that leftover commando-y-ness from when you were a soldier for Halloween?"

"I'm not real sure, but not really caring at the moment."

"Right, lets worry about the flesh eating zombies, there will be time to reminisce later Willow," Anya says.

--

Buffy sits on the edge of the bed in the dorm room that Spike has pulled her into. She's been in a state of shock ever since she saw Riley fall to the floor to have his flesh ripped from him as the zombies ate him alive. Spike stands by the door and listens as the creatures moan and growl from the other side knowing that food is just beyond the door. Spike grabs a wood desk chair and props it under the door knob just incase they start to get more violent about getting in. Then Spike glances back at the slayer. She looks almost catatonic sitting at the edge of the bed staring at the floor with wide eyes.

"Alright Slayer, need you to snap out of it now, we need a plan," Spike says as he walks up to her, but she doesn't move. Spike grabs her by the shoulder and shakes her a little, "Buffy, you in there?"

Buffy looks up at him with bright green eyes but says nothing. Spike clenches his jaw as he stares at her unresponsiveness.

"They _ate_ him," Buffy chokes out, her words barely a whisper.

"I know love, and I'm sure it was real traumatic and all that… for you, not for me… but I need you to knock yourself out of whatever it is that's going on with you," Spike says, but still he gets no response.

Spike shakes her again, and while she seems awake she's lost in her thoughts, lost in the images of the terror she's seen. Buffy has seen horrible things, but the way they attacked Riley to feed on him, that was the worst of them. Spike thinks about hitting her to knock her out of her daze but doesn't want to set off his chip. His nails push into the skin of her shoulders as he thinks about what to do. Then Spike's eyes dart up to the window as a zombie pounds on it from outside. Spike quickly gets up and closes the blinds with hope that the assailants outside don't learn of their position and don't try to get in. When he turns back around Buffy is standing now, her eyes move from the window that he just closed to his face.

"We're surrounded… Spike, they're everywhere," Buffy says in a timid and matter of fact voice.

"Yeah, I realize that Slayer, need to know what we do now."

Thump, a loud bang is heard against the door that makes the chair that Spike propped against it shake and also causes Buffy to spin around to face it. She can hear the creatures moving all around; hear them trying to get in, trying to get to her, to eat her. She feels overwhelmed. They're all around her and they keep coming, but worst of all she knows that they won't stop until everything is dead.

"Slayer, did you hear me? Bloody hell Buffy," Spike says grabbing Buffy by the shoulders once again.

"There's too many of them… Spike we can't… we'll never… we can't fight them… Oh God, Willow and Xander, they're gonna get in there, I can't stop them…" Buffy babbles in a speedy stammer. As her words continue to fall from her lips Spike does the only thing he can think of to stop those lips from moving. He kisses her. Spike eyes are closed whereas Buffy's open wide as his lips meet hers, then after a moment her lashes flutter shut as well.

--

"Run!" Xander yells loudly back to Willow and Anya who are trying to keep up following behind him, their legs moving as fast as they can carry them.

"We _are_ running," Anya bites back.

The zombies started to zone in on them the second they made it out of the building, however they are still scattered enough to run fairly safely through them to the car. As Xander fires his gun shooting down another two zombies that have gotten in his way he notices that the car is in sight. He glances back at Willow and Anya and once he sees they're okay he continues to make his way to the sedan.

The car door flies open the second that Xander reaches his sedan followed by two more doors opening as Anya jumps in the passenger seat and Willow gets in the back. Three slams sound through the night and attract the undead students toward the car. Xander fumbles with his keys and drops them to the floor while Willow and Anya stare out the windows at the nearing zombies.

"God, Xander hurry up, they're getting closer to the car and I really don't feel like having my brains eaten today," Anya says as Xander finally gets a hold on the car key and sticks it in the ignition.

Thump, Willow and Anya let out loud high pitch screams as a zombie puts his hands on the glass of Willow's window and leans against the car. They stare for a moment at his bleach white eyes and bloody clothing until Xander pulls into reverse. The car flies backward with force knocking one of the creatures to the ground then stops and Xander puts it in drive. With excessive speed Xander flies down the road.

* * *

A/N: Thanks for the reviews, I really enjoy hearing what you think of this piece... also I do plan to have Tara make an appearance, and I like her so don't worry so doesn't die.


	6. Chapter 5:

**Chapter 5: **

"_Well hello there shiny weapons of undead doom," Buffy_

* * *

Their lips part and Buffy slowly opens her eyes to find Spike staring down at her. She's calm now and finally her thoughts are not focused on the flesh eating undead outside their door. All thoughts of Riley's death and his screams of pain as _they_ tore into him are replaced by thoughts of Spike's lips. Lips of Spike, Buffy thinks as she looks up into his big blue eyes. Spike watches as her brow then furrows and she looks at him with a confused expression.

"What the hell was that for!" Buffy yells at Spike and pushes him away.

"Wanted to snap you back to reality… I see it worked," Spike says as he watches Buffy wipe her lips with one hand and then the other, "Oh, come on Slayer don't look so disgusted, it's not like we haven't locked lips before."

"Yeah, and I was just as disgusted then… actually, so were _you_, how come you're not freaking out over _'lips of Buffy' _right now?"

"Don't get your knickers in a twist slayer, it's not like I wanted to kiss you, it just so happens that we have bigger issues right now, or have you forgotten that there are things out there that want to _eat _us, that or maybe you _want_ to end up like captain cardboard."

"Like you even care… you're _evil _remember?"

"Yeah," Spike says drawing out the word, "but I happen to like this world… not to mention I don't really feel like being eaten alive right now, so can we concentrate for a second and figure out what to do here?"

Buffy crosses her arms in frustration and stares blankly at the vampire before her for a moment, then she sighs and realizes that Spike's right. They need to work together to get through this. She hears the zombies trying to get through the door and can see their shadows passing by the window. Buffy glances around the room, this is a commando's dorm room, she thinks then that because of that there must me something of use in it.

"We need weapons," Buffy says matter of fact-ly as she pulls open a desk drawer and searches through its contents.

"Well we've got one ax… wankers swindled me out of a sword…" Spike says picking up the ax from its position on the bed.

"It's not good enough… we need guns."

"Right… and you're what? Expecting to find an arsenal in here?"

"All the commandos live in this building, there's got to be something," Buffy says now having moved on to the closet. She pulls out clothes and boxes from the shelf, Spike watches as they fall in heaps on to the ground. Then Buffy moves over to the night stand. She pulls out the drawer and stops, there before her are two pistols and one larger gun set in a white glowing case.

"Well hello there shiny weapons of undead doom," Buffy says as she pulls a gun out with each hand and turns around to face Spike with an '_I told you so'_ look across her face. "Look, what I found."

Spike walks over with a swagger curious eyes. He's completely surprised that Buffy actually found weapons in the room. He glances into the drawer that she pulled them from and pulls out the last gun for himself.

"Alright… so back out the door then?"

"No, there's too many of them now, we'll run out of bullets before we get through the lobby," Buffy says as she looks around the room once again this time in search of an escape, then her attention goes up, up to a vent. As she looks at it she realizes that it's just big enough for them to crawl through, "up there… we'll go over them."

"In the ceiling," Spike says as he looks up at the vent and is reminded of his encounter with the blonde slayer years earlier on parent teacher night.

Buffy drags the night stand to the center of the room not wanting to take the chair that's propped against the door to lift herself up to the vent. As she goes to stand on the nightstand she finds that her long skirt is limiting her movement. Buffy stands on the floor and rips her skirt at thigh level all the way around effectively turning it into a mini. Spike watches her with wide eyes as she exposes her legs. His eyes look her up and down taking in every one of her curves with great detail.

From the fabric that Buffy ripped from her skirt she further tears into two strips. She uses one of the strips to tie a gun to her right thigh in a makeshift holster and then does the same with on her left thigh. When Buffy looks back up she catches Spike checking her out with a lusty glare, he's looking over the skin that roams from the end of her now short skirt to the top of her tall boots.

"You're a pig Spike."

"Hey now, I'm not the one tearing my clothes off," Spike says causing Buffy to roll her eyes at him. Buffy then looks up at the vent in the ceiling and then back down at Spike.

"You first," Buffy says.

"Why me?"

"Because I don't want you staring at my ass the whole time we're crawling… now go."

"In your dreams Summers," Spike says as he climbs onto the nightstand and takes the covering off the vent.

"Maybe my nightmares."

"So you _do_ think about me at night then," Spike says as he enters the vent making his voice muffled to Buffy.

--

Xander's car weaves down the road as if being driven by someone who's had one too many. It moves from the right lane to the left as Xander tries to avoid the zombies just enough so that he doesn't damage his car to the point where he can't drive it. However he still nicks a few of them as he goes sending them rolling across the pavement. Blood splatters across the window like tiny red droplets of rain as Xander nails one of the undead students.

"Oh, ten points for that one… nice job hunny," Anya says.

"An, I don't think turning this into a game is the best idea right now," Xander says.

There are headlights on up ahead. Headlights from a car that seems to have crashed into a tree, the lights face them causing Xander's sight to become slightly more limited and as they near the car, he thinks that the vehicle must have done a one-eighty in the road to end up in the position it's in, unless the driver was going to campus but he doubted anyone other then themselves were crazy enough to attempt that. Then he sees the door of the crashed car fly open, he slows down instinctively thinking that maybe there was someone in that car who needed their help, then he watches as a young woman exits the car.

"Stop!" Willow yells and opens her car door before Xander even has a chance to bring the car to a complete stop. "Tara… over here!"

Tara looks up from her daze, everything still appears slightly hazy from her accident, and she stares at the car stopped in the middle of the road. Tara sees a flash of Willow's red hair and then she recognizes the witch. Her eyes dash around looking for the creatures that she had been trying to escape from earlier and can see them in the distance. She knows they're closing in. Tara makes a dash for the car, running as quickly as her feet will carry her. Willow slides over as Tara enters the car and slams the door shut.


	7. Chapter 6:

**Chapter 6: **

"_There's no time for that Slayer, we can't call for back up or sit around jabbering about this… it's now or never. Now I'm going down there and I'm gonna do my best to fix this, are you with me?" Spike_

* * *

Spike stares through the square metal grate of the vent and looks down into the lobby of Lowell house. From what he can see all the zombies are closely gathered near the door to the room they were in before leaving the front double doors wide open for the moment. He can hear them down below; hear their hungry groans and the nonsense sounds that fall from their drooling mouths. Spike shifts over as far as he can in the thin vent and glances back at Buffy to tell her what he sees, however, his words fall short as he finds that he has a perfect view down the front of her shirt. Once Buffy realizes where his line of sight is drawn to she gives him an exasperated look and he snaps out of his daze.

"You're a pig Spike," Buffy says.

"Yeah, yeah. I've heard it already… look I think we've got a clear shot to the front door. I don't know what it's like outside though."

"Well that's better then what we had before, we'll just have to make a run for it."

"Alright then… let's do this," Spike says as he punches the vent covering out and watches it fall through the air then clink on the ground.

In one swift movement Spike has jumped from the air duct and landed on the ground. He turns around and starts shooting at the zombies that have now noticed him as Buffy lands beside him. The creatures behind them turn from the dorm room door they were starring and clawing at and begin moving their wobbly feet in the direction of the vampire and the Slayer. Buffy pulls her guns out from their makeshift holders, she thinks for a moment how odd it is to have such modern weapons in her hands when she's used to welding axes and swords. Then she realizes that she doesn't have time for such thoughts and kicks open the front door. She put so much energy into that one kick that the double doors fly open and slam against the brick walls of the building. After a few more bullets fly the two of them are running at top speed across campus.

--

The 'Welcome to Sunnydale' sign is about twenty minutes away and Xander prays silently in his head that he makes it there before he runs out of gas. The zombies are now fewer and far more spread out then they were closer to campus, but all the same the fact that this disease has spread this far at all scares the occupants of Xander's car more then they've ever been scared before. Even the former vengeance demon finds herself cringing on occasion at the sight of the partially eaten humans walking about. Then Xander starts to wonder just what he'll do when he makes it out of the city limits. It's not like that Welcome sign is going to keep the zombies from coming after them.

Anya glances back at Willow and the new passenger of their car as they drive. She can sense something between the two women and looks them over noticing their entwined fingers. After a moment of intense glare from the ex-vengeance demon Willow looks to her and then feels a rush of embarrassment flood through her, for a moment it's as if she were in junior high again getting up before the front of the class to give a speech and she's positive that her face is beat red.

"Oh, um… yeah… guys… this is Tara," Willow says, and watches as the woman beside her gives a shy smile and a small wave to Anya.

"Hello Tara, it's very nice to meet you… although I'm sure it would be much nicer if we weren't running for our lives right now," Anya replies. "I'm Anya," She then says pushing her hand out at Tara for her to shake which she does. "And this is Xander… he's my boyfriend… mine."

--

Buffy's feet hit the ground with heavy thumps, she moves with all the energy and strength she has and refuses to look back. Even if she wanted to glance back her fear is too strong to let her. Buffy and Spike are far from Lowell house now, but neither is exactly sure where they're running to. They've made their way past hundreds of zombies as they've moved across campus and now they're moving into a more wooded area. The trees grow thicker and the grass grows longer as they move past the area that the mower covers.

"Stop! Buffy Stop," Spike yells.

It takes the Slayer a moment or two to process Spike's words, then her pace starts to slow, Buffy stops herself despite the part of her brain that's yelling at her to keep running and she looks back at Spike. He's about five yards behind her and after a quick glance Buffy notices that there aren't any zombies near by. Cautiously but swiftly as well she makes her way over to him as he feels around on the ground violently tearing at the grass.

"It's here… its right here, I know it," Spike says as Buffy reaches his side.

"What?"

"The entrance to the Initiative… I remember it being _right here_."

"Spike, are you sure… you said that once before…" Spike then finds the handle to the hidden door and lifts the metal hatch open. "Oh," Buffy says as Spike gives her an _'I told you so'_ look.

"Last time I was all disoriented because of Red's love spell or what have you… come on. This is it."

"Wait," Buffy says just as Spike is about to jump into the hole before him. "There's going to be more of those things down there, we need a plan."

"There's no time for that Slayer, we can't call for back up or sit around jabbering about this… it's now or never. Now I'm going down there and I'm gonna do my best to fix this, are you with me?" Spike says as he reaches out his hand to the small blonde before him.

Buffy hesitates for a moment. She looks down at Spike's hand and observes every line creased in his palm, then her mind drifts to Riley and how those things killed him, how they might be doing the same thing to her friends right now. Deep inside Buffy something tells her that this is the right thing to do. Buffy places her hand in Spikes and in that moment she decides to trust him. She decides to let him lead her into the dark and to fight beside him, because for once Buffy actually believes that he is on her side.

"I'm with you," Buffy says.

* * *

A/N: Thanks again to all my readers, especially those who've reviewed. I really enjoy reading your comments. There are four more chapters left and I hope you're all interested to see what happens next.


	8. Chapter 7:

**Chapter 7: **

"_What, no… no we can't run out of gas, there are evil scary things after us we can't just stop here all willy nilly. We have to keep going!" Willow_

* * *

Xander's car is choking; it sputters and rumbles on the last of the gas fumes as its speed slows. Xander has officially run out of gas and he hasn't even made it out of Sunnydale yet. He slams his foot down on the pedal trying to get the car to go even just a little bit further, but it refuses. As the car comes to a complete stop Xander thinks he was scared before, but now he's terrified. Unmoving and alone on the dark road the only thing that Xander has to be happy about is that there aren't any zombies in sight at that very moment.

"No, no, no," Xander says smacking the steering wheel of his car.

"What's wrong, what's going on?" Anya asks.

"We've run out of gas."

"What, no… no we can't run out of gas," Willow says with a frantic voice, "there are evil scary things after us we can't just stop here all willy nilly. We have to keep going!"

"And while I would love to do that Will the car has other ideas," Xander replies.

"I thought you got gas this morning?" Anya asks, "I thought you were going to put twenty bucks in, that should have gotten us out of town at least."

"Well you see I was going to but…"

"But what Xander?" Willow asks.

"But they had a big sign in the window for two for one chocolate bars and… I only put ten bucks in."

"God Xander, how much chocolate did you buy," Anya says.

"We're all going to die because you have a sweet tooth? I can't believe this."

--

Buffy and Spike walk through the tunnels of the Initiative, the lights above their heads flicker on and off and the sounds of an ongoing hungry battle can be heard from down the hall. Blood is smeared and splattered across the floor and walls and the smell of dead flesh is strong that even the slayer herself is feeling nauseous. There is a sign on the wall with tiny pictures of stairs and an arrow. Spike points to it and Buffy follows him in the direction of the arrow. Riley's instructions to go down three flights of stairs ring through Buffy's mind as do images of the soldier just before they tore into him. The stairs come into view, but when they try to open the door to the stairwell they find that it's locked.

"What the bugger?" Spike says as he pulls on the knob.

"The whole place is locked down remember… um… forty-three, twenty seven… that's what Riley said the code was," Buffy responds as she watches Spike punch the code into the buttons beside the door. Once he hits the last button the door opens and Buffy and Spike proceed on their mission.

The lights in the stairwell are bright, but upon first glance there are no zombies waiting there for them and for that Buffy breathes a sigh of relief. With their weapons raised Buffy and Spike slowly make their way deeper in to the belly of Initiative.

--

Xander moves one foot in front of the other. Anya stands close behind him and Willow and Tara are right behind her. They make their way in that line closer to the edge of town and farther from the car. Xander still holds the gun in his hand that Riley gave him earlier but as they walk through the limbo land between the safety of the car and the edge of town Xander doesn't feel like it offers him much protection.

"I havn't seen any evil undead in a while," Xander says.

"Maybe the virus hasn't gotten this far… maybe we're past them all," Willow says with a hopeful tone.

"Yeah maybe," Anya says.

"Or maybe I spoke too soon… look."

Willow points in the direction of three slow moving zombies making their way toward them and silently curses herself for jinxing them. She watches as Xander raises his gun to take them out before they get close enough to do any real harm. He aims at the creature in the middle of the group; his eyes lock in on him, and he pulls the trigger. Click, nothing happens.

"Damn," Xander says as he lowers his aim and looks down at the gun in his hand.

"What? What's wrong?" Anya asks.

"I'm out of bullets."

The creatures in the distance seem to pick up their pace as they see the four of them standing out in the open as their next meal. Anya wraps her arms around Xander and Willow and Tara link fingers and squeeze them tight. Then all at once the four of them take off running as fast as they can to get out of Sunnydale and away from the zombies.

--

Spike pushes open the door to exit the stairwell and takes his first step toward the Initiative command central. Buffy follows behind him and is glad she does as the second they walk through the door a zombie rushes at Spike and he drops his gun. A surprised gasp escapes Buffy's lips as the weapon clatters to the ground. The zombie is knocked to the floor from one of Spike's punches and Buffy aims her gun at him. The metal once again feeling strange beneath her fingers, and she shoots the creature dead with one hit to the center of its forehead.

She then watches as blood pools out of the hole that she put in his head. The gun in her hand is a human weapon, and the dead commando before her was once human and somewhere in her mind she feels like she's going against her calling in this killing. Buffy is frozen for a moment staring at the former commando and his pink blood smeared teeth. Spike then picks up his gun and snaps Buffy out of her daze.

"Come on Slayer, we're almost there," Spike says and his words seem to calm Buffy a little.

With one final look at the dead commando before her Buffy continues to follow Spike down the blood splattered passage with caution. The rest of the hall seems empty and Buffy hopes that they'll get to c145 without running into anymore dead soldiers or lab coats, but she can hear them up ahead. She can hear them moaning and possibly eating in the rooms down the hall. Soon they come to their first door, luckily this one is closed and there are no zombies within the room. On the door the number c 142 is written and Buffy is glad that they're close to their final destination.

--

Xander's feet come to a dead stop, a stop more dead then the zombie standing before him; after all his feet have stopped moving but the creature before him has not. Anya then nearly runs into Xander as his feet stop moving and once she sees the reason for that she turns around. More zombies are behind them now, at least five. The four of them spin around and look in all directions for an escape route, but the things are everywhere. Like bats with radar they're closing in on the scoobies leaving them with no where to run. All they have now is time as they wait for the creatures to get close enough to eat them, time in which all of them are silently praying that Buffy, Spike and Riley come through.

--

C145, they've finally reached it. As Spike peers into the room he sees four of the walking dead dressed in white blood coated lab coats. They haven't noticed him peering in through the window yet and before he opens the door Spike decides to take a glance around the room. There isn't much to it, just a single key pad set in a white desk. Spike then turns back to face Buffy.

"There's three of them in there… do you remember the code for the anti-virus?" Spike says.

"Yeah, I've got it."

"This door swings toward us… I'm gonna get them out of that room for you then this is all up to you slayer."

Buffy looks up at Spike with big eyes, she had never expected him to use himself as a diversion and a small part of her is afraid that he might get hurt. Buffy then pushes that thought from her mind and concentrates on what she has to do. She simply nods at Spike and watches as he throws the door open.


	9. Chapter 8:

**Chapter 8: **

"_Slayer, hit the sodding button or I'm going to let this blighter go and watch him tear into you!" Spike_

* * *

Buffy crashes to the floor in a loud thump once her balance is lost from her foot sliding in the red liquid. The dead lab coats that had been in the room are in the hall now with Spike. Buffy heard a shot moments earlier and assumes that he's killed at least one of them, but what's concerning her most right now is her position on the floor. Buffy pushes herself to her feet, as she does she notices the smear of thick red blood down her front from landing on the ground. Then Buffy looks up and sees the key pad in the desk and rushes to it.

"Uh… what was the code…. Think Buffy think," She says to herself as she tries to organizes the memories in her mind.

Out in the hall Spike had managed to kill one of the zombies and he lies bloodied and lifeless in a twist of mangled limbs on the floor. The other three, however, managed to knock his gun out of his hands. Now Spike is in a full out brawl with what remains of the Initiative scientists. He throws a hard punch at one sending him flying across the hall only to have two jump on his back with open mouths intent on biting into his jugular. For a moment the irony does not escape him as he realizes that a human, more or less, is now going for _his_ throat.

Spike knocks them both to the ground and gets his hands around one of their heads. With a swift crank Spike snaps his head and the zombie falls completely dead to the floor. He wipes the blood from a split lip away and then looks to see that the other zombie that had jumped on his back is now headed for c145 where Spike is sure that he smells Buffy as fresh meat.

"Thirty two something… ug… Buffy think, what was it," Buffy thinks aloud, then she hears the creature enter the room.

Buffy spins around to see a zombie mere inches from her snarling and glaring her down with dead white eyes. She sends out a kick landing it on his chin and sending him reeling back. As the creature stumbles Spike walks in the room and grabs him from behind in a firm headlock.

"Hurry up with that code slayer, we don't have all day," Spike says as he holds back the creature.

"Thirty two, ninty six… that's it… I got it," Buffy says as she spins back to the keyboard in the desk and punches the number in, right as she does Spike lets out a loud scream and Buffy spins back around to see why. Standing behind him is another zombie and this one has his teeth deep in Spike's throat while he still holds on to the one trying to get to Buffy.

"Slayer, hit the sodding button or I'm going to let this blighter go and watch him tear into you!" Spike says and Buffy turns around. Without a seconds hesitation she hits the green enter button.

Green mist funnels into the room through the air vent and fills the space quickly.

--

Xander's eyes were closed tight. Two seconds before it bit into Xander's skin the walking dead Sunnydale resident fell to the ground choking on green mist and then fell silent. Through the lamp posts and manholes in the street the green mist pours out and fills the town with a thick green fog. It covers houses and leaks through cracks in window panes getting in and around everything, and as it gets into the lungs of the zombies they fall dead to the ground.

"They did it," Willow says as she watches the creatures fall all around her.

"They're all dead? Like dead dead?" Tara asks.

"Looks like," Anya says poking one of them with her foot.

--

Spike tumbles to the ground along with the zombie that was feasting on his neck and the one he held tight to keep from reaching Buffy. His head hits the ground with a painful whacking sound and Buffy rushes to his side. She moves the bodies of the now truly dead men aside and then kneels next to Spike who looks like he's suffering from the worst headache of his life and has his hand over the deep bite in his neck which is bleeding immensely.

"Spike," Buffy says as her knees hit the ground.

"Did we do it?"

"Yeah… yeah I think so… are you okay? You're not…"

"I'm fine love… Virus can't touch me remember," Spike says as he lifts himself into a seated position.

"Yeah, just making sure… here, let me see," Buffy says reaching out to Spike and placing her hand on his to move it away from his wound.

When Spike's hand is gone Buffy sees that the bite mark has already begun to heal. The bleeding has slowed and almost before her eyes what she thought could have been a bad enough bite to kill someone becomes a mere scratch. She runs her fingers over the already forming scar with a light touch then looks Spike in the eyes. She notices then their close proximity; she notices how his blue eyes are staring into her green ones. Buffy looks at Spike in that moment like she's never looked at him before, like a man.

"We should get out of here," Buffy says effectively breaking their eye contact.

"Right gotta get to the scoobies and all that," Spike says as he stands up then watches Buffy do the same.

"Yeah."

--

After exiting the Initiative Buffy and Spike went their separate ways. Spike ventured off to the closest cemetery to start his search for a new place of residence and Buffy made her way past the fallen undead and cascade of scattered body parts to Fischer Hall. She felt good for knowing that this is all over, but a part of her still worried for her friends. As she walked she glanced at the faces of every dead zombie that she passed for fear that it would be the face of one of her friends, but she never saw any of their faces. Now Buffy pushes the door of her dorm room open and panic strikes her once again as she sees that the room is empty. Then her eyes dash to the phone as the silence is broken by its ringing. Buffy runs to it and picks it up.

"Hello," She says with a shaky voice into the receiver. "Xander it is so good to hear your voice, are you all ok… Good, just stay at your house… you guys are all, I mean you're all… good, yeah, I'll be right over," Buffy then hangs up the phone and rushes out the door.

--

The sun is just starting to appear over the horizon and it illuminates Xander, Willow and Buffy in a warm glow as they lock together in a tight hug. Her torn and blood stained clothes are ignored as they squeeze her tight. Moments pass where Tara and Anya look on at the three of them, then slowly they pull away.

"I'm so glad you're okay," Xander says.

"Where's Riley and Spike?" Willow asks as she pulls out of their hug then watches as her best friend's face falls.

"Please tell me Spike got eaten," Xander says.

"Riley… Riley didn't make it," Buffy says.

"Oh God, Buffy… I'm so sorry," Willow says.

"It's okay… what's important is that this is all over and that we're all safe."

"Right… exactly… and we're sure it's all over right," Xander says. Buffy simply smiles.

* * *

A/N: Stay tuned, the epilogue is yet to come. Thanks once again to my reviewers.


	10. Epilogue:

**Epilogue: **

"_Yeah, well… didn't want to get eaten is all, I rather like being at the top of the food chain… so that's it then… you came here to thank the big bad?" Spike_

* * *

Buffy Willow and Xander stand side by side on the University of Sunnydale campus. It's a sunny day as usual as army trucks randomly roll down the road even though most of the undead have been cleaned out of the streets. The three of them look on at Lowell house, the sun shining across their faces, which is covered in police tape and stand in a moment of silence. Classes have been canceled, but other then that the residents of Sunnydale are going about their daily lives without much change.

"So what they're just gonna clean it up and go on like no big deal now?" Willow asks.

"That's Sunnydale for you… disaster forgetting capital of the world," Xander says.

"I heard they're building a memorial," Buffy says.

"What are they saying happened… I've been refusing to watch the news," Willow asks.

"Ah, well the scoop today is that it was an infectious disease that started at Lowell house."

Buffy's eyes flutter down to the ground for a moment before looking up through the sunlight at Lowell house. At the place where she watched Riley die, where she fought for her life, and where she kissed Spike. With all the events from the night before Buffy's mind is jumbled with thoughts and pieces of information, pieces like that of a puzzle which are scattered across the floor making it impossible to see the picture they form. One thing she does know is that the picture, a picture that in part portrays Spike, is not what she once thought it was. When she can finally get the pieces together Buffy knows the image they form will be far different then she ever expected.

"Hey… I think I'm gonna book, I'll catch up with you guys later," Buffy says as she walks off without waiting for a response from her friends.

"Think she's okay," Willow asks once Buffy is out of sight.

"She's probably still a little shook up… I'm sure she'll be back to the regular ole' Buffster soon."

"I hope so."

"She hasn't talked to you about what all went on last night has she?"

"Not me… you?"

"No… I uh… I'm sure she will soon though."

--

Buffy pushes the crypt door open gently to prevent the sun that's at her back from flooding the tomb. She steps inside the dusty cement structure and sees Spike sitting cross-legged atop one of the stone sarcophaguses facing her. A bottle of black nail polish is before him and the tiny brush in his hand is working across his nails. Spike doesn't even bother to look at her as she enters his new home. He knows it's her, he could feel her long before she even reached the door, and a part of him is glad to see her although he'd never admit that to anyone, not even himself.

"Slayer… wasn't expecting to see you here… how'd you find me?"

"If you didn't want to be found staying in Sunnydale wasn't the smartest decision… and I have my sources."

"Willie sold me out huh?"

"Yeah."

"Bloody snitch he is… so, what brings you my way? Here to bust my chops, tell me to watch my back, chipped or not you've still got an eye out for me," Spike says then watches Buffy's eyes flicker to the floor for a moment.

"I um… I wanted to say thank you… I couldn't have stopped it… Last night I couldn't have done it without you."

"Yeah, well… didn't want to get eaten is all, I rather like being at the _top_ of the food chain… so that's it then… you came here to _thank_ the big bad?"

"You're not the big bad anymore Spike… and I don't know where that leaves us… we're not mortal enemies anymore, hell if anything we're allies… but I still don't trust you… I don't know I just… I guess I'm saying… things are different now."

"What does that mean?" Spike says with a furrowed brow.

"I'm not sure yet… we'll just have to wait and see."

Without another word Buffy turns and exits Spike's crypt closing the door behind her and leaving the vampire inside baffled and finding himself reconsidering his relationship with the slayer just as she had done with him.

--

Past the army trucks rolling down the streets of Sunnydale, past the University and the Bronze, past the Welcome to Sunnydale sign and deserted dusty roads on the outskirts of town, past it all he walks. Torn and tattered clothes, deep wounds from scratches and biting, and hollow white eyes make up this man, blood splatter covers his ripped jeans and dirty baby blue tee and as he opens his mouth in a hungry howl his teeth and lips are tinted pink. The green mist only traveled so far, only stopped so many, only did so much. It wasn't enough.

The black SUV moves quickly down the desert road toward Sunnydale. David Meyer and his roommates Trevor and Steven are coming back to town after a trip to Las Vegas. With the music cranked the vehicle speeds twenty miles over the speed limit, but David's led foot doesn't seem to be letting up anytime soon, that is until he sees it. There is a man walking on the side of the road up ahead, a man that resembles their friend Ben.

"Hey, guys look over there," David says.

"There's a guy in the road… what the hell is he doing way out here," Trevor replies.

"I don't know, car trouble maybe… hey doesn't that look like Ben Rogers to you?"

"Dude pull over, that's so him," Steven says.

The SUV rolls to a stop before the tattered walking man and David rolls down his window. He can tell that the man before him is his friend Ben, and he can also tell that Ben has seen better days.

"Ben, Man… what the hell happened to you?" David says, "Come on, get in. We'll give you a ride back into town."

Steven opens up the back door to let Ben slide in next to him which he does with speed.

THE END

* * *

A/N: Thanks once again to all my readers, I hope everyone enjoyed this fic. Reviews would be much appreciated.


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